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State of Minnesota -U.S. Bank Commercial Card Solutions -Participating Addendum
<br />Contract fl 75413 Purchasing Card Contract fl 75427 Fleet Card
<br />Appendix B-Minnesota General Terms, Conditions and Specifications
<br />2. STATE AUDITS (Minn. Stat. § 16C.05, Subd. 5). The books, records, documents, and accounting procedures and
<br />practices of the Contract Vendor or other party, that are relevant to the Contract or transaction are subject to
<br />examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a
<br />minimum of six years after the end of the Contract or transaction.
<br />The State reserves the right to authorize delegate(s) to audit this Contract and transactions.
<br />3, INSURANCE. Prior to execution of the Participating Addendum, the Contract Vendor will be required to provide a copy
<br />of a Certificate of Insurance, including workers' compensation insurance coverage requirements of Minn. Stat. §
<br />176.181 subd. 2, and other coverage per the Insurance requirements listed below:
<br />Contractor shall, during the term of this Contract, maintain in full force and effect, the insurance described in this
<br />section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in
<br />the Entity's state and having a rating of A·, Class VII or better, in the most recently published edition of Best's Reports.
<br />Failure to buy and maintain the required insurance may result in this Contract's termination or at an Entity's option,
<br />result in termination of its Participating Addendum.
<br />Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no
<br />deductible for each of the following categories:
<br />1. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal
<br />injury, including coverage for contractual liability, with a limit of not less than $2 million per occurrence/$2 million
<br />general aggregate;
<br />2. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance
<br />requirements;
<br />3. Network Security and Privacy Liability Insurance (or equivalent) insurance covering claims which may arise from
<br />failure of Contractor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure
<br />of confidential or private infonnation, transmission of a computer virus or denial of service, with a limit of not less
<br />than $2,000,000 per occurrence/$2,000,000 annual aggregate;
<br />4. Bankers Blanket Bond (or equivalent) covering liability to third parties for dishonest and fraudulent acts of
<br />employees, including but not limited to theft, fraud, and forgery, with a limit of not less than the face value of
<br />money & securities that belong to the Entity.
<br />Contractor shall pay premiums on all insurance policies. Certificates of Insurance shall also reference this Contract
<br />and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of
<br />intended revocation thereof shall have been given to Entity by the Contractor.
<br />Prior to commencement of the work, Contractor shall provide to the Entity a written endorsement to the Contractor's
<br />general liability insurance policy that (i) names the State of Minnesota as an additional insured, (ii) provides that no
<br />material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect
<br />unless the named Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the
<br />Contractor's liability insurance policy shall be primary, with any liability insurance of the Entity as secondary and
<br />noncontributory.
<br />Contractor shall furnish to Entity copies of certificates of all required insurance within thirty (30) calendar days of the
<br />Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all
<br />required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must
<br />expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide
<br />evidence of coverage may, at State's sole option, result in this Contract's termination.
<br />Coverage and limits shall not limit Contractor's liability and obligations under this Contract.
<br />4. INDEMNIFICATION, HOLD HARMLESS, AND LIMITATION OF LIABILITY. The Contract Vendor shall indemnify,
<br />protect, save and hold harmless the State, its representatives and employees, from any and all claims or causes of
<br />action, including all legal fees and related costs incurred by the State arising from the performance of the Contract by
<br />the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal
<br />remedies the Contract Vendor may have with the State's failure to fulfill its obligations pursuant to the Contract.
<br />For clarification and not as a limitation, the Contract Vendor hereby expressly extends, in addition to the other terms,
<br />conditions and specifications of the Contract, the foregoing defense and indemnification obligations to Cooperative
<br />Purchasing Venture (CPV) Members, including Board of Trustees of the Minnesota State Colleges and Universities, In
<br />addition to Agency as defined in Minn. Stat. 16.C.02, in addition to the legislative and judicial branches and
<br />constitutional offices of state government.
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